Final Results

5 October 2015

BLENHEIM NATURAL RESOURCES PLC (AIM: BNR)

(FORMERLY KNOWN AS COBURG GROUP PLC)

 ("Blenheim" or "the Company")

FINAL RESULTS

Blenheim is pleased to announce its final results for the year ended 30 April 2015.

Copies of the Company's annual report for the year ended 30 April 2015 will shortly be sent to shareholders.

In accordance with Rule 26 of the AIM Rules for Companies, this information will be made available under the Reports and Documents section of the Company's website:

http://www.blenheimnaturalresources.com

For further information please contact:

CHAIRMAN'S STATEMENT

These remain challenging times for the Natural Resources Sector and Blenheim Natural Resources Plc ("Blenheim" or the "Company") is no exception.

Results for Blenheim for the year ended 30 April 2015 show a loss of £252,123 (2014 £78,786 as restated). A proportion of this loss relates to the partial impairment of the Company's investment in African Eagle Resources plc ("AFE") of £86,832. Operating costs were £86,748, including maintenance of the Company's AIM listing, while loss on disposal of financial assets at fair value through profit or loss amounted to £49,243.

These results reflect the continued downturn in the Natural Resources Sector and the significant rout in commodity prices, aptly illustrated by the share price of Glencore, the world's largest commodity trader and a FTSE 100 company, which has fallen by more than 70% since the beginning of 2015. 

The biggest effect of this climate on Blenheim's results has been on the Company's investment in AFE. We have written this investment down to £82,345 from its historic cost of £169,177, which represents the Blenheim Board's conservative valuation of its 11.4% interest in AFE. AFE is no longer listed on AIM but remains listed on the Johannesburg AltX market. AFE's last annual report and financial statements indicated continuing viable interests in mining projects in Tanzania and Zambia.

In arriving at our results, prior year adjustments have has been recognised as a result of the following:

· In the years ended 30 April 2013 and 30 April 2014, the Convertible Loan Notes were not accounted for in accordance with IFRS as a compound financial instrument and no equity element to these loans was recognised within the financial statements;

· In the prior year the gains on disposal of financial assets at fair value through profit or loss were disclosed as an exceptional item. As this forms part of the principal activity of the Company these gains have been re-classified to other gains and losses. In addition, dividend income previously recognised has also been re-classified as revenue ; and

· At the end of 2014 the Directors took the decision to re-categorise certain investments from being valued as available for sale to at fair value through the profit or loss. As a result an adjustment has been made to reclassify the cumulative loss previously recorded in other comprehensive income to profit or loss in that year.

These adjustments had the impact of increasing the loss for the year in 2014 by £32,093 and increasing total equity by £63,684.

In spite of these results, the Blenheim Board remains quietly confident that the slide in commodity prices may soon touch bottom.

Our stated strategy of making investments in "good value" companies and projects in the Natural Resources Sector by way of cash and Blenheim stock remains our goal. 

As an investment company, we are well positioned to take advantage of opportunities offered by the current low valuations in the sector and we continue actively to explore opportunities to undertake a reverse-takeover of a Natural Resources company, or any other deal attractive enough to benefit Blenheim.

We have received several interesting propositions and we are confident that one or more transactions to benefit Blenheim shareholders will eventuate in the near term.

To encourage liquidity in trading of our AIM listed shares, we are proposing a 100 for 1 share split which is subject to approval by the Company's shareholders at the forthcoming AGM. As announced on 29 September 2015, we have changed the name of the Company to Blenheim Natural Resources Plc to herald this new era.

I look forward to providing the Company's shareholders with future updates.

Chris Ells

Chairman

2 October 2015

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 APRIL 2015

OTHER COMPREHENSIVE INCOME

Item that may be reclassified subsequently to profit or loss:

STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2015

The Financial Results were approved and authorised for issue by the Board of Directors on 2 October 2015 and were signed on its behalf by:

C J Ells - Director

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 APRIL 2015

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 APRIL 2015

NOTES TO THE FINANCIAL RESULTS

FOR THE YEAR ENDED 30 APRIL 2015

1. ACCOUNTING POLICIES

General information

Blenheim Natural Resources Plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 02956279). The Company is domiciled in the United Kingdom and its registered address is Unit 3, Harrington Way, Warspite Road, Woolwich, London, SE18 5NU. The Company's shares are traded on the AIM market of the London Stock Exchange.

Summary of significant accounting policies

The principal Accounting Policies applied in the preparation of these results are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

These Financial Results have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The Financial Results have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial assets at fair value through profit or loss.

The Financial Results set out in this announcement do not constitute audited financial statements for the year ended 30 April 2015. The financial information for the year ended 30 April 2014 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies and re-stated for the prior year adjustments mentioned below. The Group's previous auditors reported on those accounts and their report was unqualified.

The Financial Results for the year ended 30 April 2015 are derived from the financial statements but do not constitute financial statements. The Company's auditors have reported on the statutory financial statements for the year ended 30 April 2015 and their report is unqualified.

The preparation of Financial Results in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Results are disclosed in Note 3.

Going concern

The Financial Results have been prepared on the basis that the Company will continue as a going concern. Under the going concern basis, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. The assessment has been made based on the Company's economic prospects. 

In assessing whether the going concern basis is appropriate, Management has taken into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the Financial Statements. Should the Company be unable to continue trading, adjustments would have to be made to reduce the value of the assets to their recoverable amounts, to provide for further liabilities which might arise, and to classify fixed assets as current.

The Directors are in discussions with various parties in relation to a number of potential acquisitions that have been identified and which are expected to contribute positively to cash flow in the short to medium term. The Company's activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report. The Company finances it working capital through equity and shareholder loans and currently has no debt with external providers of finance. The Directors are considering the possibility of raising further funds on the open market to take advantage of the opportunities that are considered to be available.

On this basis, the Directors have formed a judgement, at the time of approving the Financial Results, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason the Directors have adopted the going concern basis in preparing the Financial Statements.

Changes in accounting policy and disclosures

(a) New standards, amendments and interpretations adopted by the Company

The following standards have been adopted by the Company for the first time for the financial year beginning on or after 1 May 2014 and have a material impact on the Company:

Amendments to IAS 36, 'Impairment of Assets', require additional information about the fair value measurement when the recoverable amount of impaired assets is based on fair value less costs of disposal. The amendments also incorporate the requirement to disclose the discount rate used in determining impairment (or reversals) where the recoverable amount (based on fair value less costs of disposal) is determined using a present value technique.

All other new standards and amendments to standards and interpretations effective for the financial year beginning on or after 1 May 2014 are not material to the Company and therefore not applied.

(b) New standards, amendments and interpretations not yet adopted by the Company

The standards and interpretations that are issued, but not yet effective, up to the date of issuance are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

Standard Effective Date

*Subject to EU endorsement

Financial assets

(a) Classification

The Company classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading and include investments the Board of Directors expect to trade within the next 12 months.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Company's loans and receivables comprise 'prepayments' and 'cash and cash equivalents' in the Statement of Financial Position.

Available for sale financial assets

Available for sale financial assets include non-derivative financial assets that are either designated as such or do not qualify for inclusion in any of the other categories of financial assets. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.

(b) Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade-date - the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss.

Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the Income Statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Available for sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the Income Statement within 'Other (losses)/gains - net' in the year in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the Income Statement.

Changes in the fair value of monetary and non-monetary securities classified as available for sale are recognised in other comprehensive income.

When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the Income Statement as 'Gains and losses from investment securities'. Dividends on available-for-sale equity instruments are recognised in the Income Statement as part of other income when the Company's right to receive payments is established.

(c) Impairment of financial assets

The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired.

A significant or prolonged decline in the fair value of equity investments and securities below its cost is also evidence that the assets are impaired. If any such evidence exists the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss. Impairment losses recognised in the Income Statement on equity instruments are not reversed through the Income Statement.

Trade and other receivables

Trade and other receivables are initially recognised at fair value. Fair value is considered to be the original invoice amount, discounted where material, for short-term receivables and payables.

Cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents comprise of cash in hand and bank balances.

Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Compound financial instruments

Compound financial instruments issued by the Company comprise convertible notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially as the difference between the fair value of the compound financial instrument and the fair value of the liability component. Any directly attributable transaction cost is allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.

Income tax

Income tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the results shown in the Financial Results and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the Statement of Financial Position date.

Tax losses available to be carried forward as well as other income tax credits to the Company are assessed for recognition as deferred tax assets. Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the asset can be recognised and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Share based payments

The Company operates equity-settled, share-based compensation plans, under which the Company receives services from directors and employees as consideration for equity instruments (options) of the Company. The fair value of the services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

· including any market performance conditions (for example, an entity's share price);

· excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and

· including the impact of any non-vesting conditions (for example, the requirement for employees to save or holding shares for a specific period of time).

At the end of each reporting period, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement, with a corresponding adjustment to equity.

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.

Foreign currency translation

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the Statement of Financial Position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Segmental reporting

An operating segment is a component of the Company that engages in business from which it may earn revenues and incur expenses. The Company has only one operating segment, being the investment in companies or assets in the natural resource sector. The Company's' results are reviewed regularly by the Board of Directors, to make decisions about resources and strategy. Therefore the financial information of the single segment is the same as that set out in the statement of comprehensive income, the statement of financial position, the statement of changes in equity and the statement of cash flows.

Revenue

Revenue comprise of dividends and are recognised when the Company's right to receive payment is established.

Interest income

Interest income is recognised as it is received from finance institutions.

(a) Financial Risk Factors

The Company's principal financial instruments comprise both listed and unlisted investments, other receivables, other payables, cash and convertible loan notes, which arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Company's operations.

The Company's activities expose it to a variety of financial risks. The Company's Board monitors and manages the financial risks relating to the operations of the Company. The Board provides written policies for overall risk management, as well as written policies covering specific areas including: market risks (including foreign exchange risk and price risk) and to a very limited amount, interest rate risk and liquidity risk.

Market risk

Foreign currency risk

This is minimised given the level of activity the Company has, and plans to undertake, while the Directors seek investment opportunities.

Price risk

The Company is exposed to equity securities price risk because of investments held by the Company, classified as available-for-sale or at fair value through profit or loss. The Company is not directly exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio.

Diversification of the portfolio is done in accordance with the limits set by the Board.

The Company's investments in equity of other entities are publicly traded on one of or dual listed on the following: the London Stock Exchange (LSE); Australian Stock Exchange (ASX); Johannesburg AltX (JSE).

Post-tax profit for the year would increase or decrease by £6,883 as a result of a 5% gain or loss on equity securities classified as at fair value through profit or loss. Other components of equity would not change as a result of gains or losses on equity securities classified as available for sale.

Interest risk

The Company is not exposed to interest rate risk on financial liabilities. As at the reporting date, the Company's interest rate profile solely consisted of fixed rate convertible loans valued at £275,000 and carrying an interest rate of 6% per annum.

The Company has no other borrowing facilities available to it.

Liquidity risk

The Company manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

(b) Capital Risk Management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The Company's capital structure primarily consists of equity attributable to the owners, comprising issued capital, reserves and retained losses.

(c) Fair Value Estimation

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

· Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

· Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

· Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The fair values for the Company's assets and liabilities are not materially different from their carrying values.

The following table presents the Company's financial assets that are measured at fair value:

The Company does not have any liabilities measured at fair value.

(i) Financial instruments in Level 1

The fair value of financial instruments traded in active markets is based on quoted market prices at the year end date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise primarily LSE, ASX and JSE equity investments classified as trading securities or available for sale.

(ii) Financial instruments in Level 2

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. 

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

(iii) Financial instruments in Level 3

The following table presents the changes in Level 3 instruments for the year ended 30 April:

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(a) Critical accounting estimates and assumptions

The Company makes estimates and assumptions concerning the future. The resulting estimates will by definition, seldom equal the actual results.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Fair value of financial assets

The Company reviews the fair value of its quoted and unquoted equity instruments at each Statement of Financial Position date. This requires management to make an estimate of the value of the unquoted securities in the absence of an active market.

Share based payment transactions

The Company has made awards of share option over its unissued share capital to certain directors and employees as part of their remuneration package.

The valuation of these options involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in Note 22.

Compound financial instruments

In order to calculate the split for convertible loans between the financial liability and equity components, management is required to discount the contractual stream of future cash flows under the convertible loan note instrument at an estimated rate of interest applicable to instruments which do not have any associated conversion option.

The values of the liability and equity conversion component were determined at the date the loan notes were issued. The fair value of the liability component was calculated using a market interest rate of 15% for an equivalent non-convertible loan. The residual amount, representing the value of the equity conversion option was £76,135 (2014: £76,135) and therefore included in equity.

(b) Critical judgements in applying the entity's accounting policies

Many of the amounts included in the Financial Results involve the use of judgement and/or estimation. These judgements and estimates are based on management's knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the Financial Results. The most critical judgements as applied are as follows:

Available for sale of financial assets

Available for sale financial assets have a carrying value of £82,345 at 30 April 2015 following an impairment charge of £86,832 in the year.

The Company follows the guidance of IAS 39 to determine when an available-for-sale equity investment is impaired. This determination requires significant judgement. In making this judgement, the Company evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost; and the financial health of the short-term business outlook for the investee, including factors such as industry and sector performance and operational and financing cash flow.

Management has concluded that there is a requirement to impair the carrying value of available for sale financial assets based it its valuation of the equity instruments held.

4. REVENUE

30 April 2015 30 April 2014

£ £

5. EXPENSES BY NATURE

Loss from continuing operations is stated after charging:

6. EMPLOYEES AND DIRECTORS

The average monthly number of employees, being the Directors during the year were as follows:

Information regarding the highest paid director for the year is as follows:

7. AUDITOR'S REMUNERATION

During the year the Company obtained the following services from the auditor:

8. OTHER (LOSSES)/GAINS - NET

9. NET FINANCE COSTS

10. INCOME TAX

Tax charge for the year

No liability to UK corporation tax arose on ordinary activities for the year ended 30 April 2015 nor for the year ended 30 April 2014.

Factors affecting the tax charge for the year

As at the end of the reporting period the Company has £4,139,693 (2014: £4,139,693) in respect of capital losses and approximately £419,000 (2014: £246,000) in relation to operating losses, both of which are available to be offset against future gains and profits.

11. PRIOR YEAR ADJUSTMENT

In the years ended 30 April 2013 and 30 April 2014, the equity element of the convertible loans was not recognised. A prior year adjustment has therefore been made to correctly account for the convertible loans including the discounting to present value, the recognition of the equity element and the unwinding of the interest and loan over the life of the loan notes. The effect of this adjustment in 2014 is a decrease in profit of £11,691, a decrease in the long term loan liability of £63,684 and an increase in other reserves of £76,135 (Note 19).

In the prior year, the gain on disposal of financial assets at fair value through the profit or loss were disclosed as an exceptional item. An amount of £29,479 was reclassified to other gains as the Company's principal activity, being the buying and selling of short term and long term investments. In addition, dividend income received from such investments amounting to £3,226 was also reclassified from operating income to revenue.

At the end of the 2014 reporting period, the Board of Directors took the decision to re-categorise certain financial asset investments from being valued as available for sale to at fair value through profit or loss. In doing so an adjustment for the year ended 30 April 2014 has been made to recognise the cumulative loss previously recognised in other comprehensive income in accordance with IAS 39. Additional fair value loss on financial assets at fair value through profit or loss was recognised in the prior year's results of £20,402 and equity increased by £11,403.

12. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

Reconciliations are set out below.

13. AVAILABLE FOR SALE FINANCIAL ASSETS

The above represents the Company's strategic holding in African Eagle Resources Plc referred to in the Chairman's Statement. These equity securities are listed on Johannesburg AltX Stock Exchange (JSE).

Impairment review

An impairment review of the investments is carried out on an annual basis in order to ensure that they are valued at the lower of cost and recoverable amount.

An impairment charge is made where the recoverable amount is below the carrying value of investments. In 2015, this resulted in an impairment charge of £86,832 (2014: £Nil).

As the activities of African Eagle Resources Plc are minimal, the Directors deem it prudent to impair the asset to a carrying value of £82,345, which is below its quoted value. Should circumstances change and as a result, measurement made with a greater degree of reliability, the value of the investment will, in future, be increased in line with its open market value.

14. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at fair value through profit or loss are presented within 'operating activities' as part of changes in working capital in the Statement of Cash Flows.

Changes in fair values of financial assets at fair value through profit or loss are recorded in 'Other (losses)/gains - net' in the Income Statement (Note 8).

The fair value of all equity securities is based on their current bid prices in an active market.

15. CASH AND CASH EQUIVALENTS

16. SHARE CAPITAL

On 16 May 2014, 315,000 Ordinary shares of £0.10 each were allotted as fully paid at a premium of £0.55 per share during the year.

17. OTHER RESERVES

Merger relief reserve of £417,284 arose in the period ended 31 December 1995, and relates to shares that were issued on a share for share basis in relation to the Langdon (Coffee & Tea) Limited transaction.

18. RETAINED EARNINGS

19. BORROWINGS

Borrowings represent convertible loan notes redeemable on or before 15 October 2016 and attract an interest charge of 6% per annum. At the option of the loan note holder, if converted, the loan notes can be exchanged for 1 ordinary share for every 65p of loan notes held.

The carrying amount and the fair value of the non-current borrowings are as follows:

2015 2014 2015 2014

£ £ £ £

Convertible loan notes 226,513 211,316 275,000 275,000

The carrying amounts of the Company's borrowings are denominated in the UK Sterling.

The convertible bond recognised in the balance sheet is calculated as follows:

The fair value has been calculated using discounted cash flows at a rate of 15% per annum.

20. TRADE AND OTHER PAYABLES

21. RELATED PARTY DISCLOSURES

The following transactions were undertaken with the following related parties:

The receivables and payables are unrestricted in nature and no provisions are held or required against receivables from related parties.

* See Note 9 in relation to details of the interest charges attached to Borrowings.

22. SHARE-BASED PAYMENT TRANSACTIONS

The measurement requirements of IFRS 2 have been implemented in respect of share options that were granted after 27 May 2009. No expense was required to be recognised for share based payments during the year or for the previous year.

35,000 options were granted during the financial year ended 30 April 2015 exercisable at £1.25. There are no vesting conditions and the options are exercisable at any time up to 12 June 2016.

Movement in issued share options during the year

The table below illustrates the number and weighted average exercise price (WAEP) of, and movements in share options during the period

30 April 2015

The fair value of the options granted in the year have been calculated using the Black Scholes model using the inputs shown below:

23. ULTIMATE CONTROLLING PARTY

The Directors consider that there is no ultimate controlling party.

24. EVENTS AFTER THE REPORTING PERIOD

There have been no significant events or material events after the reporting date.